Clifton Savings Bancorp, Inc. Announces Adoption of Amended and Restated Plan of Conversion and Reorganization
November 20 2013 - 4:00PM
Business Wire
Clifton Savings Bancorp, Inc. (the “Company”) (NasdaqGS: CSBK),
the parent company for Clifton Savings Bank (the “Bank”), announced
today that its Board of Directors, together with the Boards of
Directors of Clifton MHC (the “MHC”) and the Bank, have unanimously
adopted an Amended and Restated Plan of Conversion and
Reorganization (the “Plan of Conversion”).
The Board of Directors released the following statement: “Since
postponement of our conversion and stock offering in 2011 and in
particular since our improved CRA rating earlier this year, we have
evaluated market conditions and the changing regulatory
environment, particularly the impact of regulatory change on mutual
holding companies, and we believe it is in the best interests of
both the Company and our stockholders and the MHC and its members
to move forward with our conversion at this time.”
Pursuant to the Plan of Conversion, the MHC will sell its
majority ownership in the Company in a “second-step” stock
offering. Simultaneously, the Company, which is currently in the
mutual holding company structure, will reorganize to a fully public
stock holding company.
As part of the conversion and reorganization, the Bank will
become a wholly owned subsidiary of a new holding company, which
will be named Clifton Bancorp, Inc. Shares of common stock of the
Company held by persons other than the MHC (whose shares will be
canceled) will be converted into shares of common stock of the new
holding company pursuant to an exchange ratio intended to preserve
the percentage ownership interests of such persons. In the stock
offering, depositors of the Bank with qualifying deposits as of
September 30, 2012 will have first priority to purchase the shares
of common stock of the new holding company.
The conversion and reorganization will be subject to approval by
the MHC’s members, by the Company’s shareholders (including the
approval of a majority of the shares held by persons other than the
MHC) and by the Board of Governors of the Federal Reserve
System.
Information, including the details of the offering and business
and financial information about the Company and the Bank, will be
provided in proxy materials and a prospectus when the offering
commences, which is expected to be during the first calendar
quarter of 2014.
The Company is the holding company of the Bank, a federally
chartered savings bank headquartered in Clifton, New Jersey. The
Bank operates a total of 12 full-service banking offices in
northeast New Jersey. The Company’s majority stockholder is the
MHC, a federally chartered mutual holding company. At September 30,
2013, the Company had consolidated total assets of $1.1 billion,
gross loans of $555.7 million, total deposits of $791.4 million and
total stockholders’ equity of $188.5 million.
This release is neither an offer to sell nor a solicitation of
an offer to buy common stock. The offer is made only by the
prospectus when accompanied by a stock order form. The shares of
common stock of the Company are not savings accounts or savings
deposits, may lose value and are not insured by the Federal Deposit
Insurance Corporation or any other government agency.
This press release contains certain forward-looking statements
about the conversion and reorganization. Forward-looking statements
include statements regarding anticipated future events and can be
identified by the fact that they do not relate strictly to
historical or current facts. They often include words such as
“believe,” “expect,” “anticipate,” “estimate,” and “intend” or
future or conditional verbs such as “will,” “would,” “should,”
“could,” or “may.” Forward-looking statements, by their nature, are
subject to risks and uncertainties. Certain factors that could
cause actual results to differ materially from expected results
include delays in consummation of the Plan of Conversion,
difficulties in selling the conversion stock or in selling the
conversion stock within the expected time frame, increased
competitive pressures, changes in the interest rate environment,
general economic conditions or conditions within the securities
markets, and legislative and regulatory changes that could
adversely affect the business in which the Company is engaged.
Clifton Savings Bancorp, Inc.Bart D’Ambra, (973) 473-2200
Clifton Bancorp Inc. (MM) (NASDAQ:CSBK)
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